Execution Copy
INVESCO MORTGAGE CAPITAL
INC.
PRIVATE PLACEMENT PURCHASE
AGREEMENT
PRIVATE PLACEMENT PURCHASE AGREEMENT
(this “ Agreement ”) made as of this 25th day of
June, 2009, by and between Invesco Mortgage Capital Inc., a
Maryland corporation (the “ Company ”), and
Invesco Institutional (N.A.), Inc. (the “ Purchaser
”).
WHEREAS, the Purchaser has a
substantive, pre-existing relationship with the Company;
WHEREAS, the Company has filed a
registration statement on Form S-11 under the Securities Act of
1933, as amended (the “ Securities Act ”) with
the Securities and Exchange Commission in connection with a
proposed initial public offering (the “ IPO ”)
of up to 8,500,000 shares of common stock of the Company, par value
$0.01 per share (the “ Common Stock ”);
and
WHEREAS, concurrent with the
consummation of the IPO, the Company desires to issue and sell, and
the Purchaser desires to purchase, upon the terms and conditions
set forth in this Agreement, 75,000 shares of our common stock (the
“ Private Placement Common Stock ”) for an
aggregate purchase price of $1,500,000 (the “ Purchase
Price ”);
NOW, THEREFORE, for and in
consideration of the premises and the mutual covenants hereinafter
set forth, the parties hereto do hereby agree as
follows:
1.
Sale and Purchase of Private Placement Common Stock .
Subject to and concurrent with the consummation of the IPO, the
Company shall issue and sell to the Purchaser, and the Purchaser
shall purchase from the Company, the Private Placement Common Stock
for the Purchase Price.
2.
Closing . The closing of the purchase and sale of the
Private Placement Common Stock hereunder, including payment for and
delivery of the Private Placement Common Stock, will take place at
the offices of the Company or the Company’s legal counsel
immediately prior to, and shall be subject to, the completion of
the IPO. At the closing, the Company shall deliver to the Purchaser
one or more certificates evidencing the Private Placement Common
Stock, substantially in the form attached hereto as Exhibit
A , registered in the Purchaser’s name, upon the payment
of the Purchase Price in immediately available funds by wire
transfer to an account designated by the Company.
3.
Representations and Warranties of the Company . In
connection with the issuance and sale of the Private Placement
Common Stock, the Company hereby represents and warrants to the
Purchaser the following:
3.1 The
Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Maryland and the
Company has all necessary corporate power and authority to enter
into this Agreement and to consummate the transactions contemplated
hereby.
3.2 All
corporate action necessary to be taken by the Company to authorize
the execution, delivery and performance of this Agreement and all
other agreements and instruments delivered by the Company in
connection with the transactions contemplated hereby has been duly
and validly taken and this Agreement has been duly executed and
delivered by the Company. This Agreement constitutes the valid,
binding and enforceable obligation of the Company, enforceable in
accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or similar laws of general application now or
hereafter in effect affecting the rights and remedies of creditors
and by general principles of equity (regardless of
AMR #147806-v7
whether enforcement is sought in a
proceeding at law or in equity). The issuance and sale by the
Company of the Private Placement Common Stock does not conflict
with the articles of amendment and restatement or by-laws of the
Company or any material contract by which the Company or its
property is bound, or any federal or state laws or regulations or
decree, ruling or judgment of any United States or state court
applicable to the Company or its property.
3.3 Upon
issuance in accordance with, and payment pursuant to, the terms
hereof, the Purchaser will have good title to the Private Placement
Common Stock free and clear of all liens, claims and encumbrances
of any kind, other than transfer restrictions hereunder and under
other agreements contemplated hereby.
4.
Representations and Warranties of the Purchaser . The
Purchaser hereby represents and warrants to the Company
that:
4.1 &nbs
